13 Minn. 417 | Minn. | 1868
By the Court This case comes before us on - an appeal from an order overruling a demurrer to the complaint. The complaint alleges: “That said plaintiff is
New York, February 24th, 1866.
That said defendants signed and executed said agreement as aforesaid, and they became liable to pay to said plaintiff the sum of twenty-five hundred dollars, whenever the same should be called for, in accordance with the terms of said agreement.”
The complaint also alleges that the trustees ordered at four different times installments of the subscription, of twenty-five per cent, each, to be paid to the treasurer, and that the-defendants have only paid the first installment ordered, and “ that said plaintiff has duly performed all the conditions in said agreement specified on its part to be performed.” It is not made certain by the language of the complaint, whether at the time the defendants signed the contract on which suit is brought, the capital stock was owned by the plaintiff, or by “original proprietors” thereof. We therefore inquire whether in either view the complaint states facts sufficient to constitute a cause of action.
First. We assume that the plaintiff was the owner of the stock. It does not appear to have made any pi’omise, or done, or become liable to do any act or thing. Possibly under the charter or by-laws of the company, 'the defendants would have become members of the corporation on the performance of their agreement, or perhaps the plaintiff could thereupon have been compelled to deliver them the number of shares of stock subscribed for ; but if so, these are part of the facts constituting the plaintiff’s cause of action, and should have been alleged. A promise for which there is no consideration can not be enforced at-law.
It is not perceived how the payment of 2000 shares of stock to trustees “ to be held by them for the benefit of and
Indeed it is not alleged that anything was done or promised, or that any liability was assumed by any person on account of, or relying on the signature or agreement of the defendants. The mere fact that, others signed the paper, under such circumstances, does not make defendants liable. See 1 Pars, on Contraéis, 452-5, and cases cited in note. The complaint, therefore, we think, fails to show any consideration for the defendants’ agreement.
Order reversed.